Fjord Defence Group ASA

Share Issue/Capital Change • Feb 9, 2017

Songa Bulk AS Private placement

Songa Bulk AS Private placement

Songa Bulk AS (the "Company"), a

company incorporated under the laws of Norway with

registration number 917 811 288, intends to offer shares

through a private placement with gross proceeds of a minimum

of USD 50 million. The offer price will fixed at NOK 42 per

share (the "Offer Price"), each with a par value of NOK 5

per share (the "Offer Shares") (the "Private Placement").

The Offer Shares are only being offered and sold (i) outside

the United States in "offshore transactions" in accordance

with Regulation S under the United States Securities Act of

1933, as amended (the "U.S. Securities Act") and (ii) to

persons located in the United States, its territories or

possessions that are "qualified institutional buyers"

("QIBs"), as defined in Rule 144A under the US Securities

Act, in transactions meeting the requirements of Rule 144A

under the U.S. Securities Act. All applicants are referred

to Exhibit I hereto for further information on the selling

and transfer restrictions applicable to the Private

Placement, and Exhibit II for certain additional

representations and warranties required for U.S. persons and

applicants acquiring Offer Shares in the United States, as

set out under "United States" in Exhibit I.

The Company has appointed Clarksons Platou Securities AS and

Fearnley Securities AS as Joint Bookrunners for the Private

Placement (the "Managers") and Clarksons Platou Project

Sales AS and Fearnley Project Finance AS as selling agents.

The minimum subscription and allocation amount in the

Private Placement will be USD or NOK equivalent of EUR

100,000. The principal terms and conditions of the Private

Placement are set out in the enclosed term sheet dated 9

February 2017 (the "Term Sheet"). This application agreement

(including its Exhibits) (the "Application Agreement"), the

Company presentation, dated 6 February 2017, and the Term

Sheet shall collectively constitute the "Investor

Documentation". The applicant (the "Applicant") hereby

acknowledges to have received and accepted the terms set out

in the Investor Documentation and that the application and

subscription for Offer Shares is subject to the terms set

out therein. Unless otherwise set out in this Application

Agreement, capitalised terms used but not defined herein

shall have the meaning as set out in the Investor

Documentation.

Please see attachments for further terms and conditions, and

company presentation.